Premier Financial Bancorp, Inc. and Abigail Adams National Bancorp Amend Merger Agreement
18 Junio 2009 - 4:17PM
PR Newswire (US)
HUNTINGTON, W.Va., JUNE 18 /PRNewswire-FirstCall/ -- PREMIER
FINANCIAL BANCORP, INC. (PREMIER), (NASDAQ:PFBI), a $734 million
community bank holding company with six bank subsidiaries announced
today that Premier and Abigail Adams National Bancorp, Inc.
(NASDAQ:AANB) (Adams) have amended their merger agreement to extend
the deadline for merger completion to September 30, 2009 and to
reduce the minimum amount of U.S. Treasury Department's Capital
Purchase Program funds required to complete the merger to $20
million. On December 31, 2008, Premier and Adams, a $396 million
bank holding company headquartered in Washington, DC, reached an
agreement to merge Adams into Premier whereby Adams stockholders
would receive 0.4461 shares of Premier common stock for each share
of Adams common stock they owned. The original agreement stipulated
that the agreement could be terminated if the closing of the merger
does not occur on or before June 30, 2009. Both companies have been
working diligently to complete all of the applications required for
regulatory and shareholder approval of the merger. While
applications to Federal and State banking regulatory authorities
have been filed since early March 2009, the Securities and Exchange
Commission Registration Statement (Form S-4) to register the common
stock to be issued by Premier was filed on June 18, 2009 (today),
delayed somewhat by the requirement to include March 31, 2009
financial information of both companies. While it is still unclear
how long it will be before the materials are available to
distribute to shareholders of both companies in advance of their
respective special meetings, both companies have indicated a strong
desire to complete the merger as soon as possible after receiving
all necessary regulatory and shareholder approvals. Senior Vice
President and Chief Financial Officer Brien M. Chase commented
regarding the amendment, "It only makes sense to extend the merger
deadline date to the end of September to give the shareholders of
both companies time to meet and decide on the merger." A second
provision of the merger agreement amendment was to reduce to
minimum amount of Premier Preferred Stock required to be issued to
the U.S. Treasury under the Troubled Asset Relief Program Capital
Purchase Program (TARP - CPP) from $24 million to $20 million.
Under the Capital Purchase Program, which is part of the Emergency
Economic Stabilization Act, the Treasury Department has agreed to
buy preferred stock and related common warrants in qualifying U.S.
controlled banks, savings associations, and certain bank and
savings and loan holding companies engaged only in financial
activities. On April 22, 2009, Premier was notified by the U.S.
Treasury that it has been preliminarily approved to receive $24.1
million of TARP - CPP funds, but the final amount would be subject
to change based upon confirmation by the U.S. Treasury Department
of Premier's eligible risk-weighted assets as of the latest
calendar quarter prior to closing. Due to anticipated reductions in
the amount of eligible risk-weighted assets, both companies agreed
to reduce to the minimum required TARP - CPP participation level to
$20,000,000. Certain Statements contained in this news release,
including without limitation statements including the word
"believes," "anticipates," "intends," "expects" or words of similar
import, constitute "forward-looking statements" within the meaning
of section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of Premier to be
materially different from any future results, performance or
achievements of Premier expressed or implied by such
forward-looking statements. Such factors include, among others,
general economic and business conditions, changes in business
strategy or development plans and other factors referenced in this
press release. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking
statements. Premier disclaims any obligation to update any such
factors or to publicly announce the results of any revisions to any
of the forward-looking statements contained herein to reflect
future events or developments. DATASOURCE: Premier Financial
Bancorp, Inc. CONTACT: BRIEN M. CHASE, CFO, +1-304-525-1600
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